exhibit4_2.htm


    
      EXHIBIT
4.2

       

      
        

      


      
         

      

      SIXTH
SUPPLEMENTAL INDENTURE

      


      __________

      


      


      FIRSTENERGY
GENERATION CORP.

      


      


      TO

      


      


      THE
BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

      (formerly
known as The Bank of New York Trust Company, N.A.),

      as
Trustee

      


      __________

      


      Dated
as of December 1, 2009

      


      __________

      


      Providing
among other things for

      


      First
Mortgage Bonds, Collateral Series D of 2009 due 2012

      _________

      


      Supplemental
to Open-End Mortgage, General Mortgage

      Indenture
and Deed of Trust, Dated as of June 19, 2008

       

       

        
          

        

      

      
        


        


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THIS SIXTH SUPPLEMENTAL
INDENTURE (this “Supplemental
Indenture”), dated as of December 1, 2009, between FIRSTENERGY GENERATION
CORP., a corporation organized and existing under the laws of the State of Ohio
(hereinafter called the “Company”),
and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank
of New York Trust Company, N.A.), a national banking association organized and
existing under the laws of the United States of America, as Trustee (hereinafter
called the “Trustee”)
under the Open-End Mortgage, General Mortgage Indenture and Deed of Trust, dated
as of June 19, 2008 (hereinafter called the “Original
Indenture”) with the Company.

       

      W
I T N E S S E T H:

       

      WHEREAS, the Company has
heretofore duly executed and delivered to the Trustee the Original Indenture to
secure Bonds of the Company, issuable in series, from time to time, in the
manner and subject to the conditions set forth, and without limit as to
principal amount except as provided in the Original Indenture which Original
Indenture has been filed for record in the filing offices set forth on Schedule
1 attached hereto and incorporated herein by reference; and

       

      WHEREAS, the Company has
heretofore executed and delivered to the Trustee, a First Supplemental Indenture
supplementing the Original Indenture dated as of June 25, 2008 (the “First
Supplemental Indenture”), a Second Supplemental Indenture supplementing
the Original Indenture dated as of March 1, 2009 (the “Second
Supplemental Indenture”), a Third Supplemental Indenture supplementing
the Original Indenture dated as of March 31, 2009 (the “Third
Supplemental Indenture”), a Fourth Supplemental Indenture supplementing
the Original Indenture dated as of June 15, 2009 (the “Fourth
Supplemental Indenture”), a Fifth Supplemental Indenture supplementing
the Original Indenture dated as of June 30, 2009 (the “Fifth
Supplemental Indenture”) and the Original Indenture, as supplemented by
the aforementioned First Supplemental Indenture, Second Supplemental Indenture,
Third Supplemental Indenture, Fourth Supplemental Indenture, Fifth Supplemental
Indenture and this Supplemental Indenture and any other indentures supplemental
to the Original Indenture are herein collectively called the “Indenture”);
and

       

      WHEREAS, the Company, by
appropriate corporate action in conformity with the terms of the Indenture, has
duly determined to create a new series of Bonds under the Indenture,
consisting of $28,807,000 in aggregate principal amount to be designated as
“First Mortgage Bonds, Collateral Series D of 2009 due 2012 (hereinafter
referred to as the “bonds of December
2009 Collateral Series”), which shall bear interest at the rate per annum
set forth in, shall be subject to certain redemption rights and obligations set
forth in, and will otherwise be in the form and have the terms and provisions
provided for in this Supplemental Indenture; and

       

      WHEREAS, the bonds of December
2009 Collateral Series and the Trustee’s certificate of authentication to
be endorsed thereon shall be substantially in the form included in Exhibit A
hereto; and

       

      WHEREAS, the bonds of December
2009 Collateral Series shall be delivered to the Bank no earlier than one
Business Day following the effectiveness of the BCIDA 2008-A Reimbursement
Agreement (as defined below); and

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      WHEREAS, it is provided in the
Indenture, among other things, that the Company shall execute and file with the
Trustee and the Trustee, at the request of the Company, when required by the
Indenture, shall join in the execution of indentures supplemental thereto, and
which thereafter shall form a part thereof, for the purpose, among others of
providing for the creation of any series of Bonds and specifying the form and
provisions of the Bonds of such series; and

       

      WHEREAS, the Company deems it
advisable to enter into this Supplemental Indenture for the purposes of
establishing the form, terms and provisions of the bonds of December 2009
Collateral Series as provided and contemplated by Sections 2.01(a) and 3.01(b)
of the Indenture, and the Company has requested and hereby requests the Trustee
to join in the execution of this Supplemental Indenture; and

       

      WHEREAS, all acts and things
have been done and performed which are necessary to make this Supplemental
Indenture, when duly executed and delivered, a valid, binding and legal
instrument in accordance with its terms and for the purposes herein expressed;
and the execution and delivery of this Supplemental Indenture have been in all
respects duly authorized.

       

      NOW THEREFORE, in
consideration of the premises and in further consideration of the sum of One
Dollar in lawful money of the United States of America paid to the Company by
the Trustee at or before the execution and delivery of this Supplemental
Indenture, the receipt whereof is hereby acknowledged, and of other good and
valuable consideration, it is agreed by and between the Company and the Trustee
as follows:

       

      ARTICLE
I

       

      DEFINITIONS

       

      SECTION
1.01              Terms Incorporated by
Reference.

       

      Except for the terms
defined in this Supplemental Indenture, all capitalized terms used in this
Supplemental Indenture have the respective meanings set forth in the Original
Indenture.

       

      SECTION
1.02              Additional
Definitions.

       

      “Bank”
means The Bank of Nova Scotia and includes its successors and permitted
assigns.

       

      “BCIDA”
means the Beaver County Industrial Development Authority.

       

      “BCIDA 2008-A
Reimbursement Agreement” means that certain Letter of Credit and
Reimbursement Agreement dated as of December 1, 2009 (as amended, restated,
supplemented or otherwise modified from time to time), between the Company and
the Bank pursuant to which a letter of credit was issued by the Bank in favor of
the BCIDA 2008-A Revenue Bond Trustee.

       

      “BCIDA 2008-A
Revenue Bond Indenture” means the Trust Indenture, dated as of June 1,
2008, between the BCIDA and the BCIDA 2008-A Revenue Bond Trustee, securing the
BCIDA 2008-A Revenue Bonds issued for the benefit of the Company.

       

       

      
        
          
          

        

        
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      “BCIDA
2008-A  Revenue Bond Trustee” means The Bank of New York Mellon
Trust Company, N.A. (formerly known as The Bank of New York Trust Company,
N.A.), as trustee under the BCIDA 2008-A Revenue Bond Indenture.

       

      “BCIDA
2008-A
Revenue Bonds” means the $28,525,000 aggregate principal amount of Beaver
County Pollution Control Revenue Refunding Bonds, Series 2008-A
(FirstEnergy Generation Corp. Project) issued by the BCIDA.

       

      “Interest Payment
Date” shall have the meaning assigned to such term in the form of bond of
December 2009 Collateral Series.

       

      The terms “Available
Amount,” “Bank
Assignee,” “Cancellation
Date,” “Fee
Letter,” “Letter of
Credit,” “Obligations”
and “Reimbursement
Obligation,” shall have the respective meanings assigned to those terms
in the BCIDA 2008-A Reimbursement Agreement.

       

      SECTION
1.03.                  Rules of
Construction.  All references to any agreement refer to such
agreement as modified, varied, supplemented, amended or restated from time to
time by the parties thereto (including any permitted successors or assigns) in
accordance with its terms.

       

      ARTICLE
II

       

      BONDS

       

      SECTION
2.01.  Designation
and Issuance of Bonds.   (a)  The bonds of
December 2009 Collateral Series shall be designated, as hereinbefore recited, as
the Company’s “First Mortgage Bonds, Collateral Series D of
2009 due 2012” and, subject to the provisions of the Indenture, shall be limited
to the aggregate principal amount of Twenty Eight Million Eight Hundred and
Seven Thousand Dollars ($28,807,000).  The bonds of December 2009
Collateral Series are to be issued and secured by the Lien of the
Indenture.

       

      SECTION
2.02.  Form, Date,
Maturity Date, Interest Rate and Interest Payment Dates of
Bonds.  (a)  The definitive bonds of December 2009
Collateral Series shall be in engraved, lithographed, printed or
typewritten form and shall be registered bonds without coupons, and such bonds
and the Trustee’s certificate of authentication to be endorsed thereon shall be
substantially in the form included in Exhibit A hereto.  The bonds of
December 2009 Collateral Series shall be dated as provided in Section 3.03
of the Indenture.

       

      (b)           The
bonds of December 2009 Collateral Series shall bear interest as provided in the
form of the bond of December 2009 Collateral Series, and such provisions are
incorporated at this place as though set forth in their entirety.  The
interest rate and maturity date of the bonds of December 2009 Collateral
Series shall be as set forth in the form of the bond of December 2009
Collateral Series.

       

      (c)           The
interest on the bonds of December 2009 Collateral Series so payable on any
Interest Payment Date shall, subject to the exceptions provided in Section 3.07
of the Indenture, 

       

       

      
        
          
          

        

        
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      and to the
provisions of Section 2.04 of this Supplemental Indenture, be paid to the person
in whose name such Bond is registered on such Interest Payment
Date.

       

      SECTION
2.03.  Bonds Issued
as Collateral Security.  The bonds of December 2009 Collateral
Series shall be issued, delivered, and pledged to, and registered in the name
of, the Bank under the BCIDA 2008-A Reimbursement Agreement in order to secure
and provide for, and as collateral security for, the due and punctual payment of
the Reimbursement Obligations arising thereunder.

       

      SECTION
2.04.  Credit for
Payments under the BCIDA 2008-A Reimbursement Agreement.  Any
payment made in respect of the Company’s obligations under the BCIDA 2008-A
Reimbursement Agreement with respect to the payment of (i) principal of or (ii)
interest on the Reimbursement Obligations or letter of credit fees payable under
the Fee Letter shall be deemed a payment in respect of (x) principal of or (y)
interest on, respectively, the bonds of December 2009 Collateral Series, but any
such payment of principal shall not reduce the principal amount of the bonds of
December 2009 Collateral Series unless, and then only to the extent, the stated
amount available to be drawn under the Letter of Credit is irrevocably reduced
concurrently with such payment.  The obligation of the Company to make
payments with respect to the principal of and interest on the bonds of December
2009 Collateral Series shall be fully satisfied and discharged to the extent
that, at any time that any such payment shall be due, the Company shall have
paid fully all the Obligations and the Cancellation Date shall have
occurred.

       

      The Trustee may
conclusively presume that the obligation of the Company to pay the principal of,
and interest on, the bonds of December 2009 Collateral Series, as the same shall
become due and payable, has been credited in accordance with this Section 2.04
unless and until it shall have received a written notice (including a telecopy
or other form of written communication) from an authorized representative of the
Bank stating that payment of Reimbursement Obligations or interest thereon due
under the BCIDA 2008-A Reimbursement Agreement or of letter of credit fees due
under the Fee Letter has become due and payable and has not been fully paid and
specifying the amount of funds required to make such payment.

       

      SECTION
2.05.  Execution of
Bonds.  The bonds of December 2009 Collateral Series shall
be executed on behalf of the Company in accordance with Section 3.03 of the
Indenture.

       

      SECTION
2.06.  Medium and
Places of Payment of Principal of, and Interest on, Bonds; Transferability and
Exchangeability.  The principal of, and the interest on, the
bonds of December 2009 Collateral Series shall be payable in any coin or
currency of the United States of America which at the time of payment is legal
tender for the payment of public and private debts, and such principal and
interest shall be payable at the office or agency of the Company in the City of
Cleveland, State of Ohio.  The Corporate Trust Office of the Trustee
shall serve as the initial location of such office.  Subject to the
limitations provided herein, the bonds of December  2009 Collateral
Series shall be transferable and exchangeable, in the manner provided in
Sections 3.05 and 3.06 of the Indenture, at said office or
agency.  The bonds of December 2009 Collateral Series shall not
be transferable except (i) to a successor to the respective Bank or Bank
Assignee under the BCIDA 2008-A Reimbursement Agreement, (ii) in connection with
the 

       

       

       

      
        
          
          

        

        
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      exercise of the
rights and remedies of the holder thereof consequent upon an “Event of Default”
as defined in the BCIDA 2008-A Reimbursement Agreement, or (iii) as may be
necessary to comply with a final order of a court of competent jurisdiction in
connection with any bankruptcy or reorganization proceeding of the
Company.  No charge shall be made by the Company to the registered
owner of any bond of December 2009 Collateral Series for the registration of
transfer of such Bond or for the exchange thereof for Bonds of the same series
of other authorized denominations, except, in the case of any transfer, a charge
sufficient to reimburse the Company for any stamp or other tax or governmental
charge required to be paid by the Company or the Trustee.

       

      SECTION
2.07.  Denominations
and Numbering of Bonds.  The bonds of December 2009 Collateral
Series shall be issued in the denomination of $1,000 and any integral
multiple thereof.  The bonds of December 2009 Collateral
Series shall each be numbered R-1 and consecutively upwards.

       

      SECTION
2.08.  Temporary
Bonds.  Until definitive bonds of December 2009 Collateral
Series are ready for delivery, there may be authenticated and issued in
lieu of any thereof and subject to all of the provisions, limitations, and
conditions set forth in Section 3.04 of the Indenture, temporary registered
bonds of December 2009 Collateral Series without coupons.

       

      SECTION
2.09.  Mandatory
Redemption.  The bonds of December 2009 Collateral
Series shall be subject to mandatory redemption as provided in the form
thereof.

       

      SECTION
2.10.  Confirmation
of Lien.  The Company, for the equal and proportionate benefit
and security of the holders of all Bonds at any time issued under the Indenture,
hereby confirms the lien and security interest of the Indenture upon, and hereby
grants, bargains, sells, releases, conveys, assigns, transfers, mortgages,
pledges, sets over and confirms to the Trustee, and grants to the Trustee a
security interest in, the Mortgaged Property (as defined in the Indenture), but
excluding from such lien, security interest and grant all property which, by
virtue of any of the provisions of the Indenture, is excluded from the lien,
security interests and granting clauses thereof.

       

      ARTICLE
III

       

      MISCELLANEOUS

       

       

      SECTION 3.01Except
as herein otherwise expressly provided, no duties, responsibilities or
liabilities are assumed, or shall be construed to be assumed, by the Trustee by
reason of this Supplemental Indenture; the Trustee shall not be responsible in
any manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals herein or in the
bonds of December 2009 Collateral Series (except the Trustee’s
authentication certificate), all of which are made by the Company solely; and
this Supplemental Indenture is executed and accepted by the Trustee, subject to
all the terms and conditions set forth in the Indenture, as fully to all intents
and purposes as if the terms and conditions of the Indenture were herein set
forth at length.

       

       

       

      
        
          
          

        

        
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      SECTION
3.02             As
supplemented by this Supplemental Indenture, the Indenture is in all respects
ratified and confirmed, and the Indenture as herein defined, and this
Supplemental Indenture, shall be read, taken and construed as one and the same
instrument.

       

      SECTION
3.03              Nothing
in this Supplemental Indenture contained shall or shall be construed to confer
upon any person other than a Holder of Bonds issued under the Indenture, the
Company and the Trustee any right or interest to avail himself of any benefit
under any provision of the Indenture or of this Supplemental
Indenture.

       

      SECTION
3.04             This
Supplemental Indenture may be simultaneously executed in several counterparts
and all such counterparts executed and delivered, each as an original, shall
constitute but one and the same instrument.

      


      


      [Remainder of this
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      IN WITNESS WHEREOF,
FIRSTENERGY GENERATION CORP., party of the first part hereto, and THE BANK OF
NEW YORK MELLON TRUST COMPANY, N.A., party of the second part hereto, have
caused these presents to be executed in their respective names as of the day and
year first above written.

       

      
        	 
    	 
    	
                FIRSTENERGY
      GENERATION CORP.

              
	 
    	 
    
	 
    	 
    
	 
    	 
    
	 
    	 
    	
                By:

              	
                /s/ James F.
      Pearson                                               
      

              
	 
    	 
    	
                James F.
      Pearson

              
	 
    	 
    	
                Vice President
      and Treasurer

              
	 
    	 
    
	 
    
	 
    
	 
    
	 
    	 
    	
                THE BANK OF
      NEW YORK MELLON 

                TRUST COMPANY,
      N.A. as Trustee

              
	 
    	 
    
	 
    	 
    
	 
    	 
    
	 
    	 
    	
                By:

              	
                /s/
      Lisa J.
      Jennings                                                  
      

              
	 
    	 
    	
                Lisa J.
      Jennings

              
	 
    	 
    	
                Vice
      President

              


      

       

      
 

      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
 

      STATE OF
OHIO                      )

                                                         
)ss.:

      COUNTY
OF                             )

       

      On the 1st day
of December, 2009, personally appeared before me, a Notary Public in and for the
said County and State aforesaid, James F. Pearson, to me known and known to me
to be the Vice President and Treasurer of FIRSTENERGY GENERATION CORP., the
corporation which executed the foregoing instrument, and who severally
acknowledged that he did sign such instrument as such Vice President and
Treasurer of FIRSTENERGY GENERATION CORP., the same is his free act and deed and
the free and corporate act and deed of said corporation.

       

      IN WITNESS WHEREOF,
I have hereunto set my hand and seal the 1st day
of December, 2009.

       

      
        	 
	
                /s/
      Michele A.
      Buchtel                                             
       

              
	
                ________________,
      Notary Public

              
	
                       Commission
      Expires August 28, 2011

              
	 
    	 
    
	 	Michele A.
      Buchtel
	 	Resident
      Summit County
	 	Notary Public,
      State of Ohio
	 	My Commission
      Expires: 08/20/11


      

       

       

       

       

       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
 

      STATE OF
OHIO                      )

                                                         
)ss.:

      COUNTY OF
CUYAHOGA      )

       

      On the 1st day
of December, 2009, personally appeared before me, a Notary Public in and for the
said County and State aforesaid, Lisa J. Jennings, to me known and known to me
to be a Vice President of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., the
national banking association which executed the foregoing instrument, and who
severally acknowledged that she did sign such instrument as such Vice President
for and on behalf of said national banking association and that the same is her
free act and deed and the free and corporate act and deed of said national
banking association.

       

      IN WITNESS WHEREOF,
I have hereunto set my hand and seal the 1st day
of December, 2009.

       

      
        	 
	
                /s/
      Biagio S.
      Impala                                                           
       

              
	
                Biagio S.
      Impala, Notary Public

              
	
                Commission
      Expires ______________

              
	 
    	 
    
	 	B.
      IMPALA
	 	NOTARY PUBLIC
      – STATE OF OHIO
	 	My Commission
      expires Dec. 15, 2009


      

      


       

       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


       

      The
Bank of New York Mellon Trust Company, N.A. hereby certifies that its precise
name and address as Trustee is:

       

      The
Bank of New York Mellon Trust Company, N.A.

      Global Corporate
Trust

      1660 West 2nd
Street, Suite 830

      Cleveland, Ohio
44113

       

       

      
        	
                THE BANK OF
      NEW YORK MELLON TRUST

                COMPANY,
      N.A.

              
	 
    
	 
    
	 
    
	
                By:

              	
                /s/
      Lisa J.
      Jennings                             
       

              
	 
    	
                Lisa J.
      Jennings

              
	 
    	
                Vice
      President

              


      

      


       

      


       

       

       

       

      
 

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      THIS INSTRUMENT
PREPARED BY:

      


      Lucas F.
Torres

      Akin Gump Strauss
Hauer & Feld LLP

      One
Bryant Park

      New
York, NY 10036

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


       

      Exhibit
A

       

      [FORM OF FIRST MORTGAGE BOND
OF BONDS OF DECEMBER 2009 COLLATERAL SERIES]

      


      This
Bond is not transferable except (i) to a successor Bank or a Bank Assignee under
the Reimbursement Agreement (as defined below), (ii) in connection with the
exercise of the rights and remedies of the holder hereof consequent upon an
“Event of Default” as defined in the Reimbursement Agreement referred to herein
or (iii) as may be necessary to comply with a final order of a court of
competent jurisdiction in connection with any bankruptcy or reorganization
proceeding of the Company.

       

      FIRSTENERGY
GENERATION CORP.

       

      First Mortgage Bond,
Collateral Series D of 2009 due 2012

       

      Due
June 6, 2012

       

      $[_____________________]                                                                                                                                                                                                                                                               
No. R-__

      


       

      FIRSTENERGY GENERATION CORP.,
a corporation of the State of Ohio (herein, together with its successors and
assigns, the “Company”),
for value received promises to pay to The Bank of Nova Scotia (the “Bank”)
under that certain Letter of Credit and Reimbursement Agreement, dated as of
December 1, 2009, between the Company and the Bank (such Reimbursement
Agreement, as amended from time to time, hereinafter, the “Reimbursement
Agreement”) or registered assigns, on June 6, 2012, the principal sum of
[  ] Dollars, or at
any time (if less), such lesser principal amount as is equal to the sum of (a)
the Available Amount of the Letter of Credit outstanding at such time, plus (b)
the aggregate unpaid principal amount of all Reimbursement Obligations that are
outstanding under the Reimbursement Agreement at such time, and to pay interest
on said principal amount from the date hereof at such rate or rates per annum on each day as
shall cause the amount of interest payable on the Bonds of this series on an
Interest Payment Date (as hereinafter defined) to equal the sum of the amount of
accrued interest on such outstanding Reimbursement Obligations plus the amount
of the letter of credit fees under the Fee Letter (as defined below) payable on
such Interest Payment Date.
Said interest shall accrue hereon until the principal hereof shall be
paid in full, subject to Section 2.04 of the Sixth Supplemental Indenture dated
as of December 1, 2009 (as amended, supplemented, modified or restated, the
“Supplemental
Indenture”),
executed and delivered by the Company to the Trustee (as hereinafter defined),
which provides for certain credits towards payment of principal of, and interest
on, the Bonds of this series.  Interest shall accrue on the Bonds of
this series from the date of issuance hereof, and the payment thereof shall be
credited as provided in Section 2.04 of the Supplemental Indenture unless and
until the Trustee receives the notice contemplated by Section 2.04 of the
Supplemental Indenture, whereupon the interest on the Bonds of this series shall
become and remain due and payable until such time as the Trustee receives a
further written notice (including a telecopy or other form of written
telecommunication) from an authorized representative of the Bank stating that
such payments

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      need not
continue.  The interest on each Bond of this series so payable on any
Interest Payment Date shall, subject to the exceptions provided in Section 3.07
of the Indenture (as
hereinafter defined) and to the provisions of Section 2.04 of the Supplemental
Indenture, be paid to the person in whose name such Bond is registered on the
date of such payment.  The principal of, and the interest on, this
Bond shall be payable at the office or agency of the Company in the City of
Cleveland, State of Ohio in any coin or currency of the United States of America
which at the time of payment is legal tender for the payment of public and
private debts.

       

      As used herein,
“Interest
Payment Date” shall mean the applicable date for the payment of accrued
interest on outstanding Reimbursement Obligations under the Reimbursement
Agreement and the terms “Available
Amount,” “Bank,”
“Bank
Assignee,” “Fee
Letter,” “Letter of
Credit,” “Obligations”
and “Reimbursement
Obligation” shall have the respective meanings set forth in the
Reimbursement Agreement.  The Letter of Credit was issued in favor of
the bond trustee for $28,525,000 aggregate principal amount of Beaver County
Pollution Control Revenue Refunding Bonds, Series 2008-A (FirstEnergy Generation
Corp. Project) issued by the Beaver County Industrial Development
Authority.

       

      This Bond is one of
an issue of Bonds of the Company issued and to be issued in one or more series
under and secured by an Open-End Mortgage, General Mortgage Indenture and Deed
of Trust, dated as of June 19, 2008, duly executed by the Company to The Bank of
New York Mellon Trust Company, N.A. (formerly known as The Bank of New York
Trust Company, N.A.), a national banking association organized and existing
under the laws of the United States of America, as Trustee (the “Trustee”),
and indentures supplemental thereto, heretofore or hereafter executed, including
the Supplemental Indenture, to which Open-End Mortgage, General Mortgage
Indenture and Deed of Trust and all indentures supplemental thereto
(collectively referred to as the “Indenture”)
reference is hereby made for a description of the property mortgaged and
pledged, the nature and extent of the security, the terms and conditions upon
which such Bonds are, and are to be, issued and secured, and the rights of the
owners of such Bonds and the Trustee in respect of such security.  As
provided in the Indenture, such Bonds may be in various principal sums, are
issuable in series, may mature at different times, may bear interest at
different rates and may otherwise vary as therein provided; and this Bond is one
Bond of a series entitled “First Mortgage Bonds, Collateral Series D of 2009 due
2012,” created by the Supplemental Indenture, as provided for in the Indenture,
and authorized for issuance in an aggregate principal amount of up to
$28,807,000.

       

      Any payment of
Reimbursement Obligations made by or on behalf of the Company in respect of the
Reimbursement Agreement shall be deemed a payment in respect of this Bond, but
such payment shall not reduce the principal amount of this Bond then in effect
unless the stated amount available to be drawn under the Letter of Credit is
irrevocably reduced concurrently with such payment.  In the event that
all of the Company's obligations under the Reimbursement Agreement have been
discharged and the Letter of Credit shall have been cancelled and returned to
the Bank, this Bond shall be deemed paid in full and the Holder shall surrender
this Bond to the Trustee for cancellation.

       

      The Bonds of this
series shall be redeemed promptly, without notice, by the Company in whole at
100% of the principal amount thereof plus accrued interest to the date of
redemption (the “Redemption
Price”) following receipt by the Trustee of written demand for redemption
(a 

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      “Redemption
Demand”)  from an authorized representative of the Bank under
the Reimbursement Agreement stating that (i) all of the Reimbursement
Obligations under the Reimbursement Agreement have become or have been declared
to be immediately due and payable as a result of the occurrence and continuance
of an “Event of Default” under the Reimbursement Agreement and (ii) that the
Bank has demanded payment thereof from the Company; provided
that the Bonds of this series shall be redeemed automatically by the Company,
without any notice to any person, in whole at the Redemption Price, if the
Reimbursement Obligations under the Reimbursement Agreement have become
immediately due and payable as a result of the occurrence of an “Event of
Default” under the Reimbursement Agreement with respect to the Company (but not
any subsidiary thereof) under Section 6.01(f) of the Reimbursement
Agreement.  Such redemption shall be effected on the fifth Business
Day following receipt by the Trustee of the Redemption Demand, if such
Redemption Demand is required, or the occurrence of an “Event of Default” under
the Reimbursement Agreement with respect to the Company (but not any subsidiary
thereof) under Section 6.01(f) of the Reimbursement Agreement.  Any
payment of the Redemption Price made to the Bank shall constitute a payment by
the Company in respect of Reimbursement Obligations under the Reimbursement
Agreement.  A Redemption Demand shall be rescinded and shall be null
and void for all purposes of the Indenture upon receipt by the Trustee, no later
than the Business Day prior to the date fixed for redemption, of a written
notice from the Bank withdrawing said Redemption Demand.

       

      The principal of
this Bond may be declared or may become due before the maturity hereof, on the
conditions, in the manner and at the times set forth in the Indenture, upon the
happening of an Event of Default as therein defined.

       

      No recourse shall be
had for the payment of the principal of or premium, or interest if any, on this
Bond, or any part hereof, or for any claim based hereon or otherwise in respect
hereof, or of the indebtedness represented hereby, or upon any obligation,
covenant or agreement under the Indenture, against any incorporator,
stockholder, officer or director, as such, past, present or future of the
Company or of any predecessor or successor corporation (either directly or
through the Company or a predecessor or successor corporation), whether by
virtue of any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise, all such liability of
incorporators, stockholders, officers and directors being released by the
registered owner hereof by the acceptance of this Bond and being likewise waived
and released by the terms of the Indenture.

       

      This Bond is
nontransferable except to effect transfer (i) to any successor to the Bank or a
Bank Assignee under the Reimbursement Agreement, (ii) in connection with the
exercise of the rights and remedies of the holder hereof consequent upon an
“Event of Default” as defined in the Reimbursement Agreement, or (iii) as may be
necessary to comply with a final order of a court of competent jurisdiction in
connection with any bankruptcy or reorganization proceeding of the
Company.  But this Bond is exchangeable by the registered holder
hereof, in person or by attorney duly authorized, at the Corporate Trust Office
of the Trustee, any such permitted transfer or exchange to be made in the manner
and upon the conditions prescribed in the Indenture, upon the surrender and
cancellation of this Bond and the payment of any applicable taxes and fees
required by law, and upon any such transfer or exchange a new registered Bond or
Bonds of the same series and tenor, will be issued to the authorized transferee,
or the registered 

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      holder, as the case
may be. The Company and the Trustee may deem and treat the person in whose name
this Bond is registered as the absolute owner for the purpose of receiving
payment of or on account of the principal and interest due hereon and for all
other purposes.

       

      This Bond shall not
be valid until authenticated by the manual signature of the Trustee, or a
successor Trustee or Authenticating Agent appointed pursuant to the
Indenture.

       

       

       

       

       

       

       

       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

       

      IN WITNESS WHEREOF,
the Company has caused this Bond to be executed in its name by the manual or
facsimile signature of an Authorized Executive Officer and attested by the
manual or facsimile signature of another Authorized Executive
Officer.

       

      Dated:
_____________

       

      FIRSTENERGY
GENERATION CORP.

       

      By:________________________________                                                                

      Name:

      Title:

      Attest:

       

       

       

      ______________________________


      Name:

      Title:

       

       

       

       

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      [FORM OF TRUSTEE’S
AUTHENTICATION CERTIFICATE]

      


      TRUSTEE’S
AUTHENTICATION CERTIFICATE

      


      This is one of the
Bonds of the series designated therein referred to in the within-

      mentioned
Indenture.

       

      THE
BANK OF NEW YORK MELLON TRUST 

      COMPANY, N.A., as
Trustee

      


      


      By:__________________________________                                                                

             Authorized
Signatory

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      
        Schedule
1

         

        Filing Offices For the Original
Indenture

      



      
        
          	
                  Plant

                	
                  Jurisdiction/Filing
      

                  Office

                	
                  Recording
      Information

                	
                  Date
      filed

                
	
                  Ashtabula
      

                     
      Plant

                	
                  Ashtabula
      County - 

                  Office of the
      County 

                  Recorder of
      Ashtabula

                  County,
      Ohio

                	
                  Instrument No.
      

                  200800007364

                   

                  Volume 436
      Page 1732

                	
                  06/27/2008

                
	
                  Bay Shore
      

                  Plant

                	
                  Lucas County -
      Office of 

                  the County
      Recorder of 

                  Lucas County,
      Ohio

                	
                  Instrument
      No.

                  20080627-0032756

                	
                  06/27/2008

                
	
                  Bruce
      

                  Mansfield
      

                  Plant

                	
                  Beaver County
      - Office 

                  of the County
      Recorder 

                  of Beaver
      County, 

                  Pennsylvania

                	
                  Instrument
      No.

                  3326465

                	
                  06/27/2008

                
	
                  Burger
      

                  Plant

                	
                  Belmont County
      - Office 

                  of the County
      Recorder 

                  of Belmont
      County, 

                  Ohio

                	
                  Instrument No.
      

                  200800004786

                   

                  Volume 0157
      Page 172

                	
                  06/27/2008

                
	
                  Eastlake
      

                  Plant

                	
                  Lake County -
      Office of 

                  the County
      Recorder of 

                  Lake County,
      Ohio

                	
                  Instrument
      No.

                  2008R018408

                	
                  06/27/2008

                
	
                  Edgewater
      

                  Plant and
      

                  West Lorain
      

                  Plant

                	
                  Lorain County
      - Office 

                  of the County
      Recorder 

                  of Lorain
      County, Ohio

                	
                  Instrument
      No.

                  2008-0259135

                	
                  06/27/2008

                
	
                  Fremont
      

                  Plant

                	
                  Sandusky
      County - 

                  Office of the
      County 

                  Recorder of
      Sandusky 

                  County,
      Ohio

                	
                  Instrument
      No.

                  200800004585

                   

                  Official
      Record Book 66 

                  Page
      708

                	
                  06/27/2008

                
	
                  Lake Shore
      

                  Plant

                	
                  Cuyahoga
      County - 

                  Office of the
      County 

                  Recorder of
      Cuyahoga 

                  County,
      Ohio

                	
                  Instrument
      No.

                  200806270329

                	
                  06/27/2008

                
	
                  Mad River
      

                  Plant

                	
                  Clark County -
      Office of 

                  the County
      Recorder of 

                  Clark County,
      Ohio

                	
                  Instrument
      No.

                  200800010888

                  Official
      Record Volume 

                  1852 Page
      1946

                  Instrument No.
      

                  200800011009

                  Official
      Record Volume 

                  1853 Page
      18

                	
                  06/27/2008

                   

                   

                   

                   

                  06/30/2008

                  (Re-recorded)

                


        

         

         

         

         

         

        
          
            
            

          

          
            Schedule
1-1

            
              

            

          

          
            
            

          

        

         

         

         

         

        
          Schedule
1

           

          Filing Offices For the Original
Indenture

        

         

         

        
          	   
      Plant	  

                  Jurisdiction/Filing
      Office

                	  

                  Recording
      Information

                	  

                  Date
      filed

                
	
                  Richland
      

                  Plant

                	
                  Defiance
      County - 

                  Office of the
      County 

                  Recorder of
      Defiance 

                  County,
      Ohio

                	
                  Instrument
      No.

                  200800003811

                   

                  Official
      Record Book 327 

                  Page
      482

                	
                  06/27/2008

                
	
                  Sammis
      

                  Plant

                	
                  Jefferson
      County - 

                  Office of the
      County

                  Recorder of
      Jefferson 

                  County,
      Ohio

                	
                  Instrument No.
      232633

                   

                  Official
      Record Volume 

                  851 Page
      344

                	
                  06/27/2008

                
	
                  Seneca
      

                  Plant

                	
                  Warren County
      - Office

                  of the County
      Recorder 

                  of Warren
      County,

                   Pennsylvania

                	
                  Instrument No.
      2008-2962

                	
                  06/27/2008

                
	
                  Stryker
      

                  Plant

                	
                  Williams
      County - 

                  Office of the
      County 

                  Recorder of
      Williams 

                  County,
      Ohio

                	
                  Instrument
      No.

                  200800082091

                   

                  Official
      Record Book 0240 

                  Page
      0516

                	
                  06/27/2008

                


        

      

      


      


      


      



      
        
          
            Schedule
1-2